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TELUS Announces Agreement to Acquire LifeWorks (formerly Morneau Shepell) for $2.3 Billion
Thursday, June 16, 2022Company Profile | Follow Company
Acquisition accelerates TELUS Health's vision of employer-based healthcare, increasing access to high quality, proactive healthcare and mental wellness for employees by unifying digital-first solutions across the care continuum
Adds LifeWorks' leading employee and family assistance program ("EFAP") and benefits administration capabilities to TELUS Health's existing suite of leading digital health technologies
Burnaby, BC, June 16, 2022--(T-Net)--TELUS Corporation (TSX: T; NYSE: TU) announced today that it has entered into a definitive agreement to acquire LifeWorks, Inc. (TSX: LWRK) for $33.00 per share, approximately $2.3 billion (plus the assumption of net debt of approximately $600 million).
The acquisition is expected to add significant scale to TELUS Health, with combined annual revenue of approximately $1.6 billion1.
Darren Entwistle, President and CEO, TELUS Communications Inc.
"We look forward to welcoming LifeWorks employees and customers into our TELUS Health family," said Darren Entwistle, President and CEO of TELUS. "Today's announcement will enable us to combine the respective skills and capabilities of LifeWorks and TELUS Health, creating a globally leading, end-to-end, digital-first employee preventative and mental health and wellness platform covering more than 50 million lives".
Stephen Liptrap, President and CEO, LifeWorks
Stephen Liptrap, President and CEO of LifeWorks, stated, "The Transaction represents an exciting new chapter for LifeWorks. The combination of TELUS Health and LifeWorks represents an unmatched opportunity to create a leader in employer-focused primary and preventative digital healthcare and mental wellness solutions on a global basis. Together, we will accelerate our shared vision of empowering individuals to live their healthiest lives by unifying the continuum of care through digital-first innovations, as well as our unmatched in-person care. Our two organizations also have shared values and are leading, purpose-driven organizations committed to improving the lives of people around the world. The fit for the LifeWorks team couldn't be better."
Doug French, Executive Vice-president and CFO, TELUS
Doug French, Executive Vice-president and CFO of TELUS said, "This transaction is financially compelling and strategically attractive to TELUS, and a natural complement to TELUS Health, significantly accelerating our vision of advancing employer-based healthcare, increasing access to high quality, proactive healthcare and mental wellness for employees. We have identified readily achievable synergies and anticipate being able to drive significant cross selling opportunities between our respective organizations, including TELUS International in particular, while driving better health outcomes for the employees and families that we serve around the world."
"These cross-selling synergies, alongside those related to operating costs, are expected to accelerate once we complete the integration, reaching an annual run rate in excess of $170 million over the next three to five year period, enhancing EBITDA and free cash flow growth. We will assess the impact to our annual guidance after the closing of this transaction. In 2021, LifeWorks reported consolidated revenue and adjusted EBITDA of over $1 billion and $195 million, respectively, approximating nearly 6 per cent of TELUS' consolidated revenue, and 3 per cent of adjusted EBITDA2, reported in 2021. Pro forma leverage is not anticipated to increase materially given LifeWorks robust cash flow generation, and our leading dividend growth program, which was recently extended through 2025 targeting annual growth of 7 to 10 per cent, remains unaffected."
The purchase price will be funded with a combination of cash and TELUS common shares, subject to pro-ration such that the aggregate consideration will be paid 50 per cent in cash and 50 per cent in TELUS common shares. The offer price of $33.00 per LifeWorks common share implies a premium of 89 per cent to the volume weighted average price of the common shares of LifeWorks for the 20 trading days ending June 14, 2022.
About TELUS Corporation
TELUS (TSX: T, NYSE: TU) is a dynamic, world-leading communications technology company with $17 billion in annual revenue and 17 million customer connections spanning wireless, data, IP, voice, television, entertainment, video, and security. Our social purpose is to leverage our global-leading technology and compassion to drive social change and enable remarkable human outcomes. Our longstanding commitment to putting our customers first fuels every aspect of our business, making us a distinct leader in customer service excellence and loyalty. The numerous, sustained accolades TELUS has earned over the years from independent, industry-leading network insight firms showcase the strength and speed of TELUS' global-leading networks, reinforcing our commitment to provide Canadians with access to superior technology that connects us to the people, resources and information that make our lives better.
TELUS Health is Canada's leader in digital health technology, improving access to health and wellness services and revolutionizing the flow of health information across the continuum of care. TELUS Agriculture provides innovative digital solutions throughout the agriculture value chain, supporting better food outcomes from improved agri-business data insights and processes. TELUS International (TSX and NYSE: TIXT) is a leading digital customer experience innovator that designs, builds, and delivers next-generation solutions, including AI and content moderation, for global and disruptive brands across high-growth industry verticals, including tech and games, communications and media and ecommerce and FinTech. TELUS and TELUS International operate in 28 countries around the world.
Consistent with our community philosophy of "We give where we live" and our commitment to connecting all citizens to make the world a better place, TELUS team members, current and retired, have donated more than $900 million and 1.8 million volunteer days to the community since 2000. Their unprecedented generosity and outstanding contributions have made TELUS the world's largest corporate donor. Together, we're making the future friendly.
About TELUS Health
TELUS Health is the Canadian leader in digital health technology, providing virtual care, virtual pharmacy, home health monitoring, electronic medical and health records, benefits and pharmacy management, and personal emergency response services. By leveraging the power of technology to deliver connected solutions and services, TELUS Health is improving access to care and revolutionizing the flow of information while facilitating collaboration, efficiency, and productivity for physicians, pharmacists, health authorities, allied healthcare professionals, insurers, employers, and all Canadians, to progress its vision of transforming healthcare and empowering people to live healthier lives. Through the TELUS Health Care Centres, teams of renowned and passionate healthcare professionals deliver best-in-class patient-centric preventative care to thousands of Canadian employers, professionals, and families in more than 15 medical clinics located across the country.
About TELUS International
TELUS International (NYSE & TSX: TIXT) designs, builds and delivers next-generation digital solutions to enhance the customer experience (CX) for global and disruptive brands. The company's services support the full lifecycle of its clients' digital transformation journeys, enabling them to more quickly embrace next-generation digital technologies to deliver better business outcomes. TELUS International's integrated solutions span digital strategy, innovation, consulting and design, IT lifecycle including managed solutions, intelligent automation and end-to-end AI data solutions including computer vision capabilities, as well as omnichannel CX and trust and safety solutions including content moderation. Fueling all stages of company growth, TELUS International partners with brands across high growth industry verticals, including tech and games, communications and media, eCommerce and fintech, banking, financial services and insurance, healthcare, and travel and hospitality.
TELUS International's unique caring culture promotes diversity and inclusivity through its policies, team member resource groups and workshops, and equal employment opportunity hiring practices across the regions where it operates. Since 2007, the company has positively impacted the lives of more than one million citizens around the world, building stronger communities and helping those in need through large-scale volunteer events and charitable giving. Five TELUS International Community Boards have provided $4.7 million in funding to grassroots charitable organizations since 2011. Learn more at: telusinternational.com.
About LifeWorks
LifeWorks is a world leader in providing digital and in-person solutions that support the total wellbeing of individuals - mental, physical, financial and social. As the trusted leader in mental health and wellbeing, LifeWorks delivers a personalized continuum of care that helps our clients improve the lives of their people and by doing so, improve their business. Guided by our purpose to improve lives and improve business, we help our clients improve the wellbeing of their people, we help them improve workforce engagement and productivity, thereby improving the performance of our clients' organizations. LifeWorks is a publicly traded company on the Toronto Stock Exchange (TSX: LWRK). The Company has approximately 7,000 employees, 25,000 clients, and serves 36 million individuals and their families in more than 160 countries.
Transaction Rationale
There has been an unprecedented shift in what is needed to support employers in addressing the evolving health and wellness needs of employees and their families, including a greater focus on supporting mental health. The traditional EFAP industry faces increasing pressure to keep up with the rapid pace of change, while seeing increased competition from upstarts that offer scalable, digital-first solutions available wherever an employee may be working, that are able to address the realities facing the modern workforce. LifeWorks has long-standing EFAP market expertise, which includes its unmatched high-touch and in-person solution, as well as its 15-year investment in and focus on its leading digital capabilities and platform, and extensive administrative, retirement and financial solutions. Our strong belief is that these capabilities, in combination with TELUS Health's track record of developing rich, digitally-native primary, preventative mental health solutions for individuals, patients and practitioners, as well as our exciting IoT capabilities that we are developing for the health vertical, represent an unparalleled go-to-market comprehensive health and mental wellness offering that is well positioned to realize this long-term upside opportunity and take share against legacy and upstart competitors alike. Together, we will advance healthcare delivery models to address both the physical and mental health and wellness challenges impacting our communities, including mental health, aging, and access to care and resources.
Within TELUS Health, we are leveraging the power of our globally leading technology and our caring culture, to build a healthier future. Through collaboration and efficiency, we are creating better health experiences, and cultivating the seamless flow of healthcare data to yield improved outcomes across the entire health and wellness ecosystem.
TELUS Health and Lifeworks have a shared vision of making it simple and effective for our customers to successfully access and proactively manage their own health and wellness by creating a world-class provider of the most comprehensive suite of employee and family primary and preventative digital healthcare solutions, delivered with an unmatched level of clinical and customer service excellence, and underpinned by our globally-recognized corporate culture of care and brand.
Transaction Details
Under the terms of the Transaction, LifeWorks common shareholders will receive, at the election of each shareholder, either (i) $33.00 in cash or (ii) 1.06420 common share of TELUS for each LifeWorks common share held, subject in each case to pro-ration, such that the aggregate consideration paid to LifeWorks common shareholders will consist of 50 per cent in cash and 50 per cent in TELUS common shares or (iii) $16.50 in cash and 0.53210 common share of TELUS for each LifeWorks common share held. The TELUS common shares issued to LifeWorks common shareholders in connection with the Transaction will be issued based on a reference price of $31.01 per TELUS common share, representing the volume weighted average price of the TELUS common shares for the 20 trading days ending June 14, 2022. Giving full effect to pro-ration, the consideration for each LifeWorks common share represents $16.50 in cash and 0.53210 of a common share of TELUS.
TELUS has structured the financing for the Transaction in order to maintain a strong and flexible balance sheet consistent with TELUS' investment grade profile. With over $2.6 billion of available liquidity at the end of the first quarter of 2022, combined with incremental commitments of $1.9 billion from CIBC and Scotiabank, TELUS has the capacity to finance the cash portion of this transaction, including the refinancing of LifeWorks outstanding bank debt.
The Transaction will be effected through a plan of arrangement and is subject to court approval, LifeWorks shareholder approval, the approvals of the Toronto Stock Exchange and the New York Stock Exchange, regulatory approvals and other customary closing conditions. The Transaction will be subject to the approval of 66 ? per cent of the votes cast by LifeWorks common shareholders at a special meeting of LifeWorks common shareholders (the "Special Meeting") expected to be held no later than August 5, 2022 to approve the Transaction. If such approvals are obtained and conditions are met, closing of the transaction is expected to occur on or about the fourth quarter of 2022.
The definitive agreement between TELUS and LifeWorks provides for a non-solicitation covenant on the part of LifeWorks, subject to customary "fiduciary out" provisions, and a right in favour of TELUS to match any superior proposal. If TELUS does not exercise its right to match, TELUS would receive a termination fee of approximately $94 million should LifeWorks support any superior proposal. A reverse break fee of approximately $140 million would be payable by TELUS to LifeWorks should the transaction not close for regulatory reasons.
The Board of Directors of LifeWorks, having received a unanimous recommendation from a special committee composed solely of independent directors (the "Special Committee") and legal and financial advice, has unanimously determined that the transaction is in the best interests of LifeWorks and is fair to its shareholders, unanimously approved the Transaction and recommends that LifeWorks common shareholders vote in favour of the Transaction. Directors and senior officers of LifeWorks have entered into support and voting agreements pursuant to which, subject to certain terms and conditions, they have agreed to vote all of their LifeWorks common shares in favour of the Transaction at the Special Meeting.
Further information regarding the Transaction will be contained in a management proxy circular that LifeWorks will prepare, file and mail to LifeWorks common shareholders in advance of the Special Meeting. Copies of the Agreement and management proxy circular will be available on SEDAR at www.sedar.com.
The acquisition is subject to required court, LifeWorks shareholder, stock exchange and regulatory approvals.
Forward-looking Statements: These statements are made pursuant to the "safe harbour" provisions of applicable securities laws in Canada and the United States Private Securities Litigation Reform Act of 1995. By their nature, forward-looking statements are subject to inherent risks and uncertainties and are based on assumptions, including assumptions about future economic conditions and courses of action. These assumptions may ultimately prove to have been inaccurate and, as a result, our actual results or events may differ materially from our expectations expressed in or implied by the forward-looking statements. |
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